August 8th, 2006

IMPORTANT - PLEASE READ

THE FOLLOWING TERMS AND CONDITIONS APPLY TO YOUR USE OF THIS WEBSITE AND BY ACCESSING THIS WEBSITE AND PARTICIPATING IN ONLINE SURVEYS, USING THE ONLINE MESSAGE BOARD, CONTENT AND OTHER SERVICES ("SERVICES") YOU AGREE TO BE BOUND BY THESE TERMS OF USE.
IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS DO NOT ACCESS OR USE THIS WEBSITE AND THE SERVICES PROVIDED.

1 Definitions
In these Terms of Use unless inconsistent with the context or otherwise specified the following definitions will apply to words and expressions:
"Services" means the content and services provided via this Website including but not limited to online conversations;
"Terms of Use" means these terms and conditions and any additional terms and conditions or disclaimers with reference to or displayed on the Website whether by hypertext link or otherwise;
"We/us" means MTX Audio, 4545 East Baseline Rd., Phoenix, AZ, 85042;
"Website" means this "MTX Rides" website located at http://www.mtxrides.com or any subsequent URL used by us from time to time;
"You" means the person accessing and using this Website and the legal entity you represent during the course of employment or engagement by that entity.

2 "MTX Rides" Services
2.1 By accessing or using the Services You agree to be legally bound by these Terms of Use. By clicking and acknowledging that You agree to these Terms of Use on the Website You confirm that You accept these Terms of Use.
2.2 We reserve the right to amend these Terms of Use at any time. Amendments will take effect when posted on the Website. It is your responsibility to read the Terms of Use before using the Services. The date of the Terms of Use is stated at the top of the Terms of Use posted on the Website.
2.3 The Services and this Website are subject to availability.
2.4 We reserve the right to withdraw any Services from this Website and to edit or remove any information or content on the Website at any time.
2.5 Due to the nature of the Internet, You acknowledge that You may not be able to access the Website and the Website or the Services may not be available at all times.

3 Passwords
3.1 Only registered users may access and use certain Services provided via the Website. In order to become a registered user, You are required to fill in the online registration form.
3.2 In order to use or take part in some Services, You will need to key in a password. You are responsible for keeping your personal password secure and confidential. If You believe that your password has become known to another person, then You must notify us as soon as possible. You should not share, display, disclose or permit your password to be disclosed to any other party.
3.3 You are responsible for use of the Services when access to the Services is obtained through the use of your user ID and password.
3.4 You agree not to impersonate any other person or entity or use any false name or use any other person's user ID and password to access the Website.
3.5 You agree and warrant that You will implement and comply with the above procedures.
3.6 We reserve the right to withdraw user ID and passwords at any time without notice and in our sole discretion where We have reason to believe that such user ID and password have been discovered and/or used by any person or organisation other than You.

4 User Conduct
4.1 The conversation / message areas of the Website may not be used by You for commercial purposes.
4.2 You are solely responsible for interactions with other users of the Services.
4.3 You agree not to use or permit another to use the Website or Services:
(a) to upload or post or transmit or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libellous, invasive of another's privacy, infringes a third party's intellectual property rights, hateful, or racially, ethnically or otherwise considered by us in our absolute discretion to be objectionable or unlawful;
(b) to upload, post or email any unsolicited or unauthorised advertising, promotional materials, 'spam' or any other form of solicitation;
(c) to cause or introduce a software virus or other disruptive program;
(d) in any way that is not authorised by us or is in breach of the Terms of Use;
(e) in a manner that negatively affects other users' ability to engage in online conversations, message boards;
(f) in any way that is in breach of or violates applicable national or international laws or regulations.
4.4 You acknowledge that we do pre-screen content and that content publicly or privately transmitted or posted on or via the Website by You or other users of the Website is the sole responsibility of the person from which the content originated. We do not guarantee the accuracy, integrity or quality of such content.
4.5 Without prejudice to any other rights, We reserve the right in our discretion to suspend the provision of all or any part of the Service and/or modify, block or remove any postings or content if We have reason to believe that such material is in violation of the Terms of Use.

5 Modifications and Variations
5.1 We reserve the right to:
(a) modify or withdraw this Website, the Services (or any part) at any time without notice; and/or
(b) amend or change the Terms of Use from time to time.
5.2 It is your responsibility to read the Terms of Use when accessing the Website or before using or participating in the Services.

6 Intellectual Property Rights
6.1 You are granted a limited licence to access and use this Website solely for your own internal purposes. All contents of this Website including, but not limited to, the text, graphics, links and sounds are owned by us or our third party licensors and may not be copied, downloaded, distributed or published in any way without our prior written consent, except that You may print, copy, download or temporarily store extracts for your personal information or when You use the Services.
6.2 You are not permitted to use any trademarks or service marks whether registered or unregistered of "MTX Rides", Mitek, MTX Audio, Xtant, Coustic, StreetWires, SWX, BassSlammer, or any other marks available on the Website without having unstricted access to the logos or images databases or our prior written consent. You may not frame or utilise framing techniques that include any proprietary information such as images, text or page layout without our prior written consent. You may not use any "metatags" or any other type of hidden text that uses any trade marks or service marks without  our prior written consent.
6.3 You agree not to copy, modify, download (other than page caching), store or sell any part of this Website without our prior written consent.
6.4 Any content available on this Website, including but not limited to any surveys or conversations, may not be disclosed, reproduced, copied, sold, used or exploited for any commercial purpose other than for participating in Services via this Website.
6.5 In relation to any information, materials or other content that You upload, submit to us or post via this Website, You grant us a world-wide, non-exclusive, royalty-free, perpetual, irrevocable and fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, such information, ideas, know-how, concepts, techniques and materials (in whole or part) for any purpose, including without limitation, copying, transmission, distribution, publication or incorporating such content in other works in any form, media or technology now known or developed unless restricted by applicable law.
6.6 You represent and warrant that You own or otherwise control all of the intellectual property rights and information, materials or other content that You upload, submit to us or post via this Website.

7 Complaints
7.1 Please email us at MTXRides@MTX.com immediately if You:
(a) are offended by any content on the Website;
(b) witness breaches of our Terms of Use in the conversation areas or any other areas of the Website.
7.2 We reserve the right to take whatever action we deem necessary to prevent breaches of these Terms of Use.

8 Data Protection and Privacy
8.1 You agree that any and all personal information and data collected from You via this Website or as part of the Services from time to time may be used in accordance with our current Priviacy Statement.
8.2 You warrant that the personal information You provide to us is true, accurate and complete in all respects and You will notify us immediately if there is any change in the personal information that You have supplied to us.
8.3 You agree that You will not collect, store or use personal data about other users of the Website.

9 LIABILITY
9.1 WE MAKE EVERY REASONABLE EFFORT TO PROVIDE ACCURATE, COMPLETE AND UP-TO-DATE INFORMATION ON THIS WEBSITE. HOWEVER, THE WEBSITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE DO NOT MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND EXPRESS OR IMPLIED REGARDING THE CONTENTS OR AVAILABILITY OF THE WEBSITE OR SERVICES.
9.2 USE OF THE WEBSITE AND ITS RELATED SERVICES ARE AT YOUR SOLE RISK. WE WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE HOWSOEVER ARISING AS A RESULT OF YOUR USE OR RELIANCE ON THE WEBSITE OR SERVICES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
9.3 WE EXCLUDE ALL WARRANTIES, CONDITIONS, TERMS, UNDERTAKINGS AND REPRESENTATIONS (EXCLUDING FRAUDULENT MISREPRESENTATION) OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE IN CONNECTION WITH THE SERVICES AND THE WEBSITE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
9.4 DUE TO THE NATURE OF THE INTERNET, WE CANNOT GUARANTEE THAT ACCESS TO THE WEBSITE WILL BE UNINTERRUPTED OR THAT ANY E-MAILS OR OTHER ELECTRONIC TRANSMISSIONS WILL BE SENT TO YOU OR RECEIVED BY US OR THAT THE CONTENT OF SUCH TRANSMISSIONS WILL BE SECURE DURING TRANSMISSION.
9.5 ANY SOFTWARE DOWNLOADED FROM THIS WEBSITE OR AS PART OF THE SERVICES IS AT YOUR OWN RISK AND WE DO NOT ACCEPT LIABILITY FOR ANY DIRECT OR INDIRECT LOSS OR DAMAGE HOWSOEVER CAUSED AS A RESULT OF ANY COMPUTER VIRUSES, BUGS, TROJAN HORSES, WORMS, SOFTWARE BOMBS OR OTHER SIMILAR PROGRAMS ARISING FROM YOUR USE OF THIS WEBSITE. WHILST WE WILL DO OUR BEST TO ENSURE THAT THE WEBSITE IS FREE FROM SUCH DESTRUCTIVE PROGRAMS, IT IS YOUR RESPONSIBILITY TO TAKE REASONABLE PRECAUTIONS TO SCAN FOR SUCH DESTRUCTIVE PROGRAMS.
9.6 ANY HYPERLINKS TO THIRD PARTY SITES PROVIDED VIA THIS WEBSITE EXIST FOR INFORMATION PURPOSES AND YOUR CONVENIENCE ONLY AND WE DO NOT ENDORSE THE CONTENT OF SUCH SITES. WE ARE UNABLE TO ACCEPT ANY LIABILITY FOR ANY LOSS OR DAMAGE ARISING DIRECTLY OR INDIRECTLY FROM THE CONTENT OF SUCH SITES OVER WHICH WE HAVE NO CONTROL.

10 Indemnity
You agree to indemnify and keep us indemnified and defend us, our officers, agents, employees and contractors immediately upon demand from and against all actions, liability, claims, direct or indirect, losses, damages, costs and expenses (including legal fees) We incur arising directly or indirectly from any third party claim against us, our officers, agents, employees and contractors as a result of your breach of these Terms of Use.

11 General Information
11.1 You may not use any part of the Website or its content on any other website or link to the Website without our prior written consent.
11.2 We reserve the right to transfer or assign all or any of our rights and duties and responsibilities set out in these Terms of Use to another party.
11.3 Headings have been included for convenience only and will not be used in construing any provision of these Terms of Use.
11.4 No delay or failure by us to exercise any powers, rights or remedies under these Terms of Use will operate as a waiver of them nor will any single or partial exercise of any such powers, rights or remedies include any other or further exercise of them.
11.5 If any part of the Terms of Use is found by a court of competent jurisdiction or other competent authority to be invalid, unlawful or unenforceable then such part shall be severed from the remainder of these Terms of Use which will continue to be valid and enforceable to the fullest extent permitted by applicable law.
11.6 To the extent permitted by applicable law, these Terms of Use will be construed in accordance with and governed by the laws of the United States of America and each party agrees to submit to the exclusive jurisdiction of the courts of the United States of America.